Supplier Terms & Conditions

INTERPRETATION

Definitions

“Adday” refers to Adday Wellness, a brand trademark registered in the United Kingdom as a trading brand of AYMES International Limited, company number UK 6603123.

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with Clause 13.4.

“Contract” means the contract between Adday and the Supplier for the sale and purchase of the Deliverables in accordance with these Conditions.

“Data Protection Legislation” means all UK Data Protection Legislation and any other applicable EU legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including the privacy of electronic communications).

“Deliverables” means the goods or services (or any part of them) set out in the Order.

“Delivery Date” means the date specified in the Order, or if none is specified, within 30 days of the date of the Order.

“Delivery Location” means the address for delivery of Deliverables as set out in the Order.

“Intellectual Property Rights” includes patents, copyrights, trademarks, trade secrets, and all other similar rights.

“Order” means Adday's order for the Deliverables, as set out in the purchase order form or written acceptance.

“Specification” means any specification for the Deliverables agreed by Adday and the Supplier.

“Supplier” means the person or firm from whom Adday purchases the Deliverables.

“UK Data Protection Legislation” includes GDPR, the Data Protection Act 2018, and related regulations.

Interpretation Notes

1. References to “Clauses” and “Schedules” are to this document unless stated otherwise.
2. Terms such as “Controller”, “Processor”, and “Personal Data” have the meanings set out in the Data Protection Legislation.
3. A reference to legislation is also a reference to related subordinate legislation.
4. “Including” should not limit the meaning of preceding words.
5. References to “writing” include faxes and emails.

1. Basis of Contract

1. These Conditions apply to all Contracts with the Supplier.
2. The Order constitutes an offer by Adday.
3. Acceptance occurs when the Supplier:
   • Issues a written acceptance, or
   • Fulfills the Order in whole or part.
4. The Supplier waives any inconsistent terms in their documents.

2. The Deliverables

Goods must:

• Match their description and specification.
• Be of satisfactory quality and fit for purpose.
• Comply with legal and regulatory requirements.

Services must:

• Be performed with care, skill, and diligence.
• Use experienced personnel.
• Be fit for Adday's intended purposes.
• Include required equipment and materials.

Adday may inspect goods pre-delivery and request remedial action if necessary. IP Rights in Deliverables vest in Adday. The Supplier must assist in transferring rights if needed.

3. Delivery

The Supplier must:

• Properly pack and secure goods.
• Include delivery notes with key information.
• Deliver goods on time and to the correct location.

Partial deliveries require Adday’s consent. Adday may reject excess or insufficient quantities.

4. Remedies

If Deliverables are late or non-compliant, Adday may:

• Terminate the Contract.
• Reject goods or services.
• Demand replacements or refunds.
• Refuse future deliveries.
• Recover costs or claim damages.

Late deliveries may incur liquidated damages of 2% per week (up to 20%).

5. Title and Risk

Ownership and risk pass to Adday on delivery.

6. Price and Payment

• Prices are as stated in the Order or Supplier’s price list.
• VAT is additional; packaging, insurance, and delivery are included.
• Invoices are payable within 60 days.
• Adday may offset amounts owed.
• Late payments accrue interest (2% above HSBC base rate).

7. Indemnity

The Supplier shall indemnify Adday for:

• IP infringement claims.
• Injury or damage caused by defective Deliverables.
• Breach or poor performance of the Contract.

8. Insurance

The Supplier must maintain:

• Professional indemnity
• Product liability
• Public liability insurance
  ...for the term of the Contract + 3 years.

9. Compliance with Law

The Supplier must:

• Comply with all applicable laws and Adday’s principles (see Schedule 1).
• Adday may terminate for breach of these obligations.

10. Termination

Adday may terminate:

• Without cause, for compensation of work done.
• Immediately, for material breach, insolvency, or business suspension.

11. Force Majeure

Neither party is liable for delays caused by events beyond control. After 90 days of delay, the other party may terminate.

12. Data Protection

Both parties must comply with data protection obligations (see Schedule 2).

13. General Provisions

• Assignment: Adday may assign; Supplier needs consent.
• Subcontracting: Only with Adday's approval.
• Confidentiality: Required, with limited exceptions.
• Entire Agreement: Replaces all prior agreements.
• Variations: Must be in writing and signed.
• Waiver/Severance: Does not waive rights; invalid parts do not affect rest.
• Notices: Must be in writing and sent to registered office.
• Third-party rights: None.
• Governing Law: England and Wales.
• Jurisdiction: Exclusive to courts of England and Wales.

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